Release of officers and directors Sample Clauses

Release of officers and directors. Subject to the Corporations Act, none of the past, present or future officers and directors of the parties will be liable for anything done or purported to be done in connection with the Scheme or any transaction contemplated by this agreement in good faith, but nothing in this clause excludes any liability that may arise from wilful misconduct or bad faith on the part of such a person. Each party receives and holds the benefit of this release, as agent for its directors and officers.
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Release of officers and directors. At the Closing, Purchaser will cause the Company or the applicable Company Subsidiary to release, effective as of the Closing, each current or former director or officer of the Company or any Company Subsidiary from all liabilities and obligations as a director and/or officer (other than for fraud, illegality or willful misconduct), for all actions performed by such director or officer in his or her capacity as such, pursuant to a release or releases in form and substance reasonably satisfactory to Seller and Purchaser; provided that (i) all current officers and directors who are not Continuing Company Employees provide reciprocal releases of the Company, Purchaser and their respective Affiliates and (ii) the Company shall retain any rights it otherwise would have against such officers and directors that are required to defend third party claims or governmental investigations, inquiries or proceedings including those required by an insurer to be assigned to such insurer as subrogee in connection with any insurance claim paid to or on behalf of the Company that arise from such third party claims or governmental investigations, inquiries or proceedings; and provided further that no such release shall have any effect with respect to any claims the Company may have against any current or former officer or director that relate to or arise out of legal proceedings relating to the financial collapse of Capital Consultants LLC.
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Release of officers and directors. Buyer and Parent shall release, on behalf of themselves and each of the Companies, each of the individual directors and officers of Shareholder and its Subsidiaries from any and all claims by Buyer, Parent or any of their Subsidiaries with respect to any action taken or the failure to take any action prior to the date of this Agreement, by or in their capacity as officers or directors of Shareholder or any of its Subsidiaries. Notwithstanding the foregoing, this Section 7.6 shall not limit any rights that Buyer or any Affiliate of Buyer has against Shareholder pursuant to the terms of this Agreement or any other Transaction Document.
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Release of officers and directors. (a) Subject to the Corporations Act, none of the past, present or future officers and directors of Anatolia will be liable for anything done or purported to be done in connection with the Schemes or any transaction contemplated by this agreement in good faith, but nothing in this clause excludes any liability that may arise from wilful misconduct or bad faith on the part of such a person. Anatolia receives and holds the benefit of this release, as agent for its directors and officers. (b) Subject to the Corporations Act, none of the past, present or future officers and directors of URI will be liable for anything done or purported to be done in connection with the Schemes or any transaction contemplated by this agreement in good faith, but nothing in this clause excludes any liability that may arise from wilful misconduct or bad faith on the part of such a person. URI receives and holds the benefit of this release, as agent for its directors and officers.
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Release of officers and directors. Subject to section 199A of the Act (where applicable), no officer, director, adviser or employee of a party will be liable to a party for anything done, purported to be done or not done in connection with preparing and providing the information or documents provided under this Deed, to a party in good faith. Nothing in this clause excludes such officers, directors, advisers and employees from any liability which may arise from their wilful misconduct on the part of such a person. Each party receives and holds the benefit of this release, to the extent it relates to its officers, directors, advisers and employees, as agent for them.
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Release of officers and directors. (a) Subject to section 199A of the Corporations Act, none of the directors, officers or employees of Cytopia will be liable to YM, any YM Indemnified Parties or Cytopia for anything done or purported to be done in connection with the Schemes or any transaction contemplated by this agreement, save that nothing in this clause shall exempt any such person from any liability that may arise from wilful misconduct, fraud or bad faith on the part of such a person. Cytopia receives and holds the benefit of this release on trust for its directors, officers and employees. (b) Subject to any restriction imposed by law, none of the directors, officers or employees of YM will be liable to Cytopia or any Cytopia Indemnified Parties for anything done or purported to be done in connection with the Schemes or any transaction contemplated by this agreement, save that nothing in this clause excludes any liability that may arise from wilful misconduct, fraud or bad faith on the part of such a person. YM receives and holds the benefit of this release on trust for its directors, officers and employees.
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Release of officers and directors. (a) Subject to the Corporations Act, none of the past or present officers and directors of SunRice will be liable for anything done or purported to be done in connection with the Scheme or any transaction contemplated by this agreement in good faith, but nothing in this clause excludes any liability that may arise from wilful misconduct or from such person not having acted in good faith. XxxXxxx receives and holds the benefit of this release, as agent for its directors and officers. (b) Subject to the Corporations Act, none of the past or present officers and directors of Ebro will be liable for anything done or purported to be done in connection with the Scheme or any transaction contemplated by this agreement in good faith, but nothing in this clause excludes any liability that may arise from wilful misconduct or from such person not having acted in good faith. Ebro receives and holds the benefit of this release, as agent for its directors and officers.
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Release of officers and directors. Each of Corporation and 113 shall have signed a release in favour of all its resigning officers and directors releasing them in such capacities from all claims or potential claims for any period prior to the Closing, in a form satisfactory to Vendors’ Representative, acting reasonably.
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Related to Release of officers and directors

  • Resignation of Officers and Directors Parent shall have received a written resignation from each of the officers and directors of the Company effective as of the Effective Time.

  • Indemnification of Officers and Directors (a) From the Effective Time through the sixth (6th) anniversary of the date on which the Effective Time occurs, each of Parent and the Surviving Corporation, jointly and severally, shall indemnify and hold harmless each person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, a director, officer, fiduciary or agent of Parent or the Company and their respective Subsidiaries, respectively (the “D&O Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to the fact that the D&O Indemnified Party is or was a director, officer, fiduciary or agent of Parent or of the Company, whether asserted or claimed prior to, at or after the Effective Time, in each case, to the fullest extent permitted under applicable Law. Each D&O Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit, proceeding or investigation from each of Parent and the Surviving Corporation, jointly and severally, upon receipt by Parent or the Surviving Corporation from the D&O Indemnified Party of a request therefor; provided that any such person to whom expenses are advanced provides an undertaking to Parent, to the extent then required by the DGCL, to repay such advances if it is ultimately determined that such person is not entitled to indemnification. (b) The provisions of the Organizational Documents of Parent with respect to indemnification, advancement of expenses and exculpation of present and former directors and officers of Parent that are set forth in the Organizational Documents of Parent as of the date of this Agreement shall not be amended, modified or repealed for a period of six (6) years from the Effective Time in a manner that would adversely affect the rights thereunder of individuals who, at or prior to the Effective Time, were officers or directors of Parent. The Organizational Documents of the Surviving Corporation shall contain, and Parent shall cause the Organizational Documents of the Surviving Corporation to so contain, provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors and officers as those set forth in the Organizational Documents of Parent as of the date of this Agreement. (c) From and after the Effective Time, (i) the Surviving Corporation shall fulfill and honor in all respects the obligations of the Company to its D&O Indemnified Parties as of immediately prior to the Closing pursuant to any indemnification provisions under the Company’s Organizational Documents and pursuant to any indemnification agreements between the Company and such D&O Indemnified Parties, with respect to claims arising out of matters occurring at or prior to the Effective Time and (ii) Parent shall fulfill and honor in all respects the obligations of Parent to its D&O Indemnified Parties as of immediately prior to the Closing pursuant to any indemnification provisions under Parent’s Organizational Documents and pursuant to any indemnification agreements between Parent and such D&O Indemnified Parties, with respect to claims arising out of matters occurring at or prior to the Effective Time. (d) From and after the Effective Time, Parent shall maintain directors’ and officers’ liability insurance policies, with an effective date as of the Closing Date, on commercially available terms and conditions and with coverage limits customary for U.S. public companies similarly situated to Parent. In addition, Parent shall purchase, prior to the Effective Time, a six (6)-year prepaid “tail policy” (the “D&O Tail Policy”) for the non-cancellable extension of the directors’ and officers’ liability coverage of Parent’s existing directors’ and officers’ insurance policies for a claims reporting or discovery period of at least six (6) years from and after the Effective Time with respect to any claim related to any period of time at or prior to the Effective Time. During the term of the D&O Tail Policy, Parent shall not take any action following the Effective Time to cause the D&O Tail Policy to be cancelled or any provision therein to be amended or waived in any manner that would adversely affect in any material respect the rights of their former and current officers and directors. (e) From and after the Effective Time, Parent shall pay all expenses, including reasonable attorneys’ fees, that are incurred by the persons referred to in this Section 5.7 in connection with their successful enforcement of the rights provided to such persons in this Section 5.7. (f) All rights to exculpation, indemnification and advancement of expenses for acts or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Closing, now existing in favor of the current or former directors, officers or employees, as the case may be, of Parent or the Company as provided in their respective Organizational Documents or in any agreement shall survive the Merger and shall continue in full force and effect. The provisions of this Section 5.7 are intended to be in addition to the rights otherwise available to the current and former officers and directors of Parent and the Company by Law, charter, statute, bylaw or agreement, and shall operate for the benefit of, and shall be enforceable by, each of the D&O Indemnified Parties, their heirs and their representatives. (g) From and after the Effective Time, in the event Parent or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of Parent or the Surviving Corporation, as the case may be, shall succeed to the obligations set forth in this Section 5.7. Parent shall cause the Surviving Corporation to perform all of the obligations of the Surviving Corporation under this Section 5.7. The obligations set forth in this Section 5.7 shall not be terminated, amended or otherwise modified in any manner that adversely affects any D&O Indemnified Party, or any person who is a beneficiary under the policies referred to in this Section 5.7 and their heirs and representatives, without the prior written consent of such affected D&O Indemnified Party or other person

  • Officers and Directors No person is serving or acting as an officer, trustee or investment adviser of the Fund except in accordance with the provisions of the 1940 Act and the Rules and Regulations and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and the rules and regulations of the Commission promulgated under the Advisers Act (the “Advisers Act Rules and Regulations”). Except as disclosed in the Registration Statement, each preliminary prospectus and the Prospectus (or any amendment or supplement to any of them), no trustee of the Fund is (A) an “interested person” (as defined in the 0000 Xxx) of the Fund or (B) an “affiliated person” (as defined in the 0000 Xxx) of any Underwriter.

  • Officers and Directors of the Surviving Corporation The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, and the officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and by-laws of the Surviving Corporation, in each case until their respective successors are duly elected and qualified.

  • Incorporators, Stockholders, Officers and Directors of Company Exempt from Individual Liability No recourse under or upon any obligation, covenant or agreement contained in this Indenture or any indenture supplemental hereto, or in any Security or any coupons appertaining thereto, or because of any indebtedness evidenced thereby, shall be had against any incorporator, as such or against any past, present or future stockholder, officer, director or employee, as such, of the Company or of any successor, either directly or through the Company or any successor, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of the Securities and the coupons appertaining thereto by the holders thereof and as part of the consideration for the issue of the Securities and the coupons appertaining thereto.

  • Immunity of Incorporators Stockholders Officers and Directors Section 15.01 Immunity of Incorporators, Stockholders, Officers and Directors. No recourse under or upon any obligation, covenant or agreement of this Indenture, or of any Security, or for any claim based thereon or otherwise in respect thereof, shall be had against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or of any successor corporation, either directly or through the Company, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that this Indenture and the obligations issued hereunder are solely corporate obligations, and that no personal liability whatever shall attach to, or is or shall be incurred by, the incorporators, stockholders, officers or directors, as such, of the Company or any successor corporation, or any of them, because of the creation of the indebtedness hereby authorized, or under or by this Indenture or in any of the Securities or implied therefrom; and that any and all such personal liability of every name and nature, either at common law or in equity or by constitution or statute, of, and any and all such rights and claims against, every such incorporator, stockholder, officer or director, as such, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements contained in this Indenture or in any of the Securities or implied therefrom are hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture and the issue of such Securities.

  • No Personal Liability of Directors, Officers, Employees and Stockholders No past, present or future director, officer, employee, incorporator or stockholder of the Company, as such, will have any liability for any obligations of the Company under the Indenture or the Notes or for any claim based on, in respect of, or by reason of, such obligations or their creation. By accepting any Note, each Holder waives and releases all such liability. Such waiver and release are part of the consideration for the issuance of the Notes.

  • No Personal Liability of Directors, Officers, Employees and Shareholders No past, present or future director, officer, employee, incorporator or shareholder of the Company, as such, will have any liability for any obligations of the Company under the Indenture or the Notes or for any claim based on, in respect of, or by reason of, such obligations or their creation. By accepting any Note, each Holder waives and releases all such liability. Such waiver and release are part of the consideration for the issuance of the Notes.

  • Responsibility of Dual Directors, Officers and/or Employees If any person who is a director, officer or employee of the Adviser is or becomes a Trustee, officer and/or employee of the Fund and acts as such in any business of the Fund pursuant to this Agreement, then such director, officer and/or employee of the Adviser shall be deemed to be acting in such capacity solely for the Fund, and not as a director, officer or employee of the Adviser or under the control or direction of the Adviser, although paid by the Adviser.

  • Compensation of Officers The officers of the Corporation shall be entitled to receive such compensation for their services as shall from time to time be determined by the Board of Directors.

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